Datang Intl H Regulatory News (DAT)

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong KongLimited takes no responsibility for the contents of this notice, make norepresentation as to its accuracy or completeness and expressly disclaim anyliability whatsoever for any loss howsoever arising from or in reliance uponthe whole or any part of the contents of this notice. DATANG INTERNATIONAL POWER GENERATION CO., LTD. (a sino-foreign joint stock limited company incorporated in the People's Republic of China) (Stock Code: 00991) NOTICE OF 2015 FIRST EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that the 2015 first extraordinary general meeting (the"EGM") of Datang International Power Generation Co., Ltd. (the "Company" or"Datang International") will be held at the function room of 5/F,Intercontinental Hotel, No. 11 Financial Street, Xicheng District, Beijing, thePeople's Republic of China (the "PRC") on 10 February 2015 (Tuesday) at 9:30a.m. to consider and, if thought fit, pass the following resolutions: ORDINARY RESOLUTIONS 1. To consider and approve the "Resolution on Regular Continuing Connected Transactions of the Company's Sales and Purchase of Coal Chemical Products (2015)" (Note 1) 2. To consider and approve the "Resolution on Regular Continuing Connected Transactions of the Company's Sales and Purchase of Coal (2015)" (Note 2) SPECIAL RESOLUTION 3. To consider and approve the "Resolution on Issue of Non-public Debt Financing Instruments" (Note 3) CLOSURE OF THE REGISTER OF MEMBERS OF THE COMPANY Holders of H shares of the Company ("Holders of H shares") should note that,pursuant to the articles of association of the Company (the "Articles"), theregister of members of the Company will be closed from 12 January 2015 to 10February 2015 (both dates inclusive), during which period no transfer of any Hshares of the Company will be registered. Holders of H shares whose namesappear on the register of members of the Company on 12 January 2015 areentitled to attend and vote at the EGM. In order to be entitled to theattendance of the EGM, Holders of H shares are required to deposit the transferdocument together with the relevant share certificates at the H share registrarof the Company, Computershare Hong Kong Investor Services Limited, at Rooms1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, HongKong at or before 4:30 p.m. on 9 January 2015. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC,23 December 2014 Notes: 1. Inner Mongolia Datang International Keshiketeng Coal-based Gas Company Limited, a subsidiary of the Company ("Keqi Coal-based Gas Company") and Inner Mongolia Datang Duolun Coal Chemical Company Limited ("Duolun Coal Chemical Company") entered into the Framework Agreement of Sale of Natural Gas, the Sale and Purchase Contract of Chemical Products (Keqi) and the Sale and Purchase Contract of Chemical Products (Duolun) respectively with Chemical Marketing Company Limited ("Energy and Chemical Marketing Company"), a wholly-owned subsidiary of the Company. According to the agreements, if both parties have no further amendment to the said terms of the agreements after the expiry of the term of the agreements on 31 December 2014, the said agreements are to be extended automatically for a further term of one year. 1.1 Extension of the term of the Framework Agreement of Sale of Natural Gas and the Sale and Purchase Contract of Chemical Products (Keqi) entered into between Keqi Coal-based Gas Company and Energy and Chemical Marketing Company. (1) The term of the Framework Agreement of Sale of Natural Gas entered into between Keqi Coal-based Gas Company and Energy and Chemical Marketing Company is to be extended for a further term commencing from 1 January 2015 to 31 December 2015; During the extended term of the agreement, Keqi Coal-based Gas Company agreed to sell coal-based natural gas to Energy and Chemical Marketing Company with an annual cap for transaction amount of approximately RMB4.029 billion. (2) The term of the Sale and Purchase Contract of Chemical Products (Keqi) entered into between Keqi Coal-based Gas Company and Chemical Marketing Company is to be extended for a further term commencing from 1 January 2015 to 31 December 2015. During the extended term of the contract, Keqi Coal-based Gas Company agreed to sell chemical products to Energy and Chemical Marketing Company with an annual cap for transaction amount of approximately RMB623 million. 1.2 Extension of the term of the Sale and Purchase Contract of Chemical Products (Duolun) between Duolun Coal Chemical Company and Energy and Chemical Marketing Company The Sale and Purchase Contract of Chemical Products (Duolun) entered into between Duolun Coal Chemical Company and Energy and Chemical Marketing Company for a further term commencing from 1 January 2015 to 31 December 2015. During the extended term of the contract, Duolun Coal Chemical Company agreed to sell chemical products it produced to Energy and Chemical Marketing Company with an annual cap for transaction amount of approximately RMB4.147 billion; For details related to the said continuing connected transactions, please refer to the announcement of the Company dated 23 December 2014 and the circular to be dispatched by the Company. 2. 2.1 Beijing Datang Fuel Company Limited ("Beijing Datang Fuel Company") entered into the Fuel Purchase Framework Agreement (Beijing) with the Company for a term commencing from 1 January 2015 to 31 December 2015; During the term of the agreement, Beijing Datang Fuel Company agreed to supply different types of coal to enterprises of the Company with an annual cap for transaction amount of approximately RMB21.289 billion. 2.2 Inner Mongolia Datang Fuel Company Limited("Inner Mongolia Fuel Company"), a wholly-owned subsidiary of Beijing Datang Fuel Company, entered into the Fuel Purchase Framework Agreement (Inner Mongolia) with the Company for a term commencing from 1 January 2015 to 31 December 2015; During the term of the agreement, Inner Mongolia Fuel Company agreed to supply different types of coal to certain enterprises of the Company with an annual cap for transaction amount of approximately RMB5.228 billion. For details related to the said continuing connected transactions of sale and purchase of coal, please refer to the announcement of the Company dated 23 December 2014 and the circular to be dispatched by the Company. 3. In order to meet the financing needs, expand the medium and long term financing capacity and reduce financing cost, the Company proposed to apply to the National Association of Financial Market Institutional Investors ("NAFMII") for registering the issuance of non-public debt financing instruments (the "Financing Instruments") with a principle amount of not exceeding RMB10.0 billion and to be issued in tranches within the effective period of the registration according to the Company's financing needs afterwards and market situation. The first tranche of the Financing Instruments will be issued within 6 months after completion of registration in NADMII. The proceeds will be mainly used for replenishment of the Company's working capital and replacement of due loans. The following matters are to be proposed at the EGM for shareholders' consideration and approval: (1) Agreed the Company to apply to the National Association of Financial Market Institutional Investors ("NAFMII") for registering issuance of the Financing Instruments with a principle amount of not exceeding RMB10.0 billion with within 12 months from the date of approval by the EGM, and to be issued in tranches within the effective period of the registration; (2) Agreed to authorise any two of the Company's Directors or the management of the Company to conduct all relevant matters in relation to the registration and issuance of the Financing Instruments; including but not limited to the determination of the amount, term, specific terms, conditions and other relevant matters of each tranche of the Directed Instruments based on the needs of the Company and market conditions, and the execution of all necessary legal documents. 4. Other Matters (1) Each of the Holders of H shares entitled to attend and vote at the EGM, is entitled to appoint one or more proxies to attend and vote on his/ her behalf. A proxy need not be a shareholder of the Company. (2) If Holders of H shares have appointed more than one proxy to attend the EGM, the proxies can only exercise their voting rights by way of poll. (3) To be valid, Holders of H shares must deliver the proxy form, and if such proxy form is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarised copy of that power of attorney or other authority, to the Company's H share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, in not less than 24 hours before the time scheduled for holding the EGM. (4) Holders of H shares who wish to attend the EGM are required to return the notice of attendance by hand, post, cable or fax to the Company's office address on or before 20 January 2015. Completion and return of the notice of attendance will not preclude a shareholder of the Company from attending and voting at the EGM in person. (5) Shareholders and their proxies attending the EGM shall be responsible for their own travel and accommodation expenses. The Company's office address:No. 9 Guangningbo Street, Xicheng District, Beijing, the PRCPostcode: 100033Telephone: (8610) 8800 8669 or (8610) 8800 8682Fax: (8610) 8800 8672 As at the date of this notice, the directors of the Company are: Chen Jinhang, Hu Shengmu, Wu Jing, Liang Yongpan, Zhou Gang, Cao Xin,Cai Shuwen, Liu Haixia, Guan Tiangang, Yang Wenchun, Dong Heyi*, Ye Yansheng*,Zhao Jie*, Jiang Guohua*, Feng Genfu* * Independent non-executive director

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